Staci M. Pierce
About Staci M. Pierce
Staci M. Pierce (age 49) is an independent director of First US Bancshares, Inc. (FUSB) since November 20, 2024. She is CEO of Action Enterprise Holdings, LLC (transportation and environmental services) since June 2020 and previously served as General Counsel, EVP of Risk & Corporate Development, and Corporate Secretary at Action Enterprise from July 2016, following five years in legal practice; she also serves on the board and compensation committee of ProAssurance Corporation (NYSE: PRA) . The Board determined that all directors except the CEO (Mr. House) are independent under Nasdaq rules; Pierce serves on both the Audit Committee and the Compensation Committee and meets the heightened independence standards applicable to those committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Action Enterprise Holdings, LLC | Chief Executive Officer | Jun 2020–present | Leads transportation/environmental services platform . |
| Action Enterprise Holdings, LLC | General Counsel; EVP Risk & Corporate Development; Corporate Secretary | Jul 2016–Jun 2020 | Legal, risk, and corporate development leadership . |
| Private legal practice | Attorney | ~5 years prior to 2016 | Legal background supporting governance and risk oversight . |
External Roles
| Organization | Role | Committee Assignments | Notes |
|---|---|---|---|
| ProAssurance Corporation | Director | Compensation Committee member | Public healthcare professional liability insurer . |
Board Governance
- Independence: Independent director under Nasdaq rules; Audit and Compensation Committee member; committees comprised solely of independent directors and meeting heightened SEC/Nasdaq independence standards .
- Committees (FUSB):
- Audit Committee: Member (Chair: Marlene M. McCain); 11 meetings in 2024 .
- Compensation Committee: Member (Chair: Bruce N. Wilson); 4 meetings in 2024 .
- Attendance: In 2024, the Board held 10 regular and 1 special meeting; all incumbent directors attended ≥75% of aggregate Board and committee meetings (Pierce joined Nov. 20, 2024) .
- Board leadership: CEO James F. House was appointed Chairperson in Jan 2025; Robert S. Briggs is Lead Independent Director and Vice Chairperson; executive sessions of independent directors held at least twice per year .
Fixed Compensation
FUSB director compensation structure (non‑employee):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $24,000 | All non-employee directors . |
| Lead Independent Director retainer | $10,000 | If designated . |
| Committee Chair retainers | $7,500 (Audit); $5,000 (others) | Chair retainers for listed committees . |
| Equity | Time-based restricted stock under 2023 Plan | 12,200 shares granted to directors on Feb 9, 2024; vested after 1 year . |
Pierce — 2024 director compensation (onboarding year):
| Year | Fees Earned (Cash) | Stock Awards | Options | Deferred Comp (chg. PV) | All Other | Total |
|---|---|---|---|---|---|---|
| 2024 | $2,000 | $0 | — | — | — | $2,000 |
| Elected to Board Nov 20, 2024; did not receive the Feb 9, 2024 director equity grant reflected for other directors . |
Performance Compensation
Directors do not have performance-based incentive metrics; equity grants are time-based restricted stock (e.g., Feb 9, 2024 grants vested after one year). No stock options were granted to non-employee directors in 2024 .
| Performance Metric | Weight/Target | Status |
|---|---|---|
| None for directors (time-based RS only) | N/A | Directors receive fixed retainers and time-based RS; no performance plan disclosed . |
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Related Disclosure |
|---|---|---|---|
| ProAssurance Corporation | Director | Compensation Committee | FUSB discloses no compensation committee interlocks and no Item 404 relationships for Compensation Committee members (which include Pierce) during 2024 . |
Expertise & Qualifications
- CEO operator with legal and risk background: CEO of Action Enterprise (transportation, environmental services); prior General Counsel/EVP Risk & Corporate Development; five years of legal practice .
- Public company governance experience: Director and compensation committee member at ProAssurance, providing cross-industry compensation and governance perspective .
- FUSB committee roles: Audit and Compensation Committees, meeting heightened independence standards, enhancing board oversight in financial reporting and pay governance .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,100 shares (less than 1% of outstanding) . |
| Unvested restricted stock included | 1,500 shares (voting rights during restriction) . |
| Shares outstanding reference | 5,752,262 shares outstanding as of Mar 12, 2025 . |
| Options | None disclosed for Pierce in beneficial ownership or 12/31/2024 director option rollforwards . |
| Pledging/Hedging | Prohibited by policy; company states no directors/officers engage in pledging/hedging . |
| Stock ownership guidelines | Minimum 400 shares for non-employee directors; all directors in compliance during 2024 . |
Board Governance (Conflicts/Related Parties)
- Related-party transactions: No Pierce-specific related-party transactions disclosed; Board’s independence review considered director banking relationships; Audit Committee policy requires review/approval of any related-person transactions. 2023–2024 disclosed related transactions relate to another director’s (Thompson) affiliated leases, not Pierce .
- Independence reaffirmed: Board deems all directors except the CEO independent under Nasdaq rules .
Governance Assessment
- Positive signals:
- Independent status with dual committee roles (Audit, Compensation) and heightened independence compliance strengthens oversight in critical risk and pay areas .
- Ownership alignment: 4,100 shares beneficially owned, including 1,500 unvested RS; guidelines require 400 shares and were met by all directors in 2024; hedging/pledging prohibited and not practiced by directors/officers .
- No disclosed related-party transactions, interlocks, or Item 404 relationships involving Pierce; Compensation Committee reports no interlocks in 2024 .
- Board engagement: Board/committees active (10 regular + 1 special Board meeting; Audit 11; Compensation 4) with ≥75% attendance by incumbents in 2024; independent director executive sessions at least twice annually .
- Watch items:
- 2024 was an onboarding period (elected Nov 20, 2024); limited historical attendance and compensation data specific to Pierce will mature across 2025–2026 cycles .
- Board leadership combines CEO and Chair since Jan 2025 (mitigated by Lead Independent Director), which places greater importance on strong committee oversight by independent directors such as Pierce .
- Shareholder context: 2024 say‑on‑pay support of ~86% indicates generally supportive investor sentiment on compensation practices overseen by the Compensation Committee (of which Pierce is a member going forward) .
Committee Summary (Pierce)
| Committee | Role | Chair? | Independence Note |
|---|---|---|---|
| Audit Committee | Member | No | Committee composed of independent directors; financial experts designated; met 11× in 2024 . |
| Compensation Committee | Member | No | Committee composed of independent directors; met 4× in 2024; uses independent consultant (WTW) . |
Director Compensation Program Notes
- Retainers and chair fees as above; equity via time-based RS under the 2023 Incentive Plan; 12,200 shares granted to directors Feb 9, 2024, vesting after one year; no director stock options granted in 2024 .
- Deferral plan available for non-employee directors (cash or share units tracked to FUSB stock or SOFR +75 bps), with distributions at end of service; named directors deferred in 2024 did not include Pierce .
No RED FLAGS identified for Pierce based on current disclosures: no related-party transactions, no pledging/hedging, no interlocks, and independence affirmed. Monitoring recommended across 2025–2026 for attendance, evolving equity holdings, and any external role changes .